Common use of Change of Circumstances Clause in Contracts

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent Agents promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent Agents pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Agent Agents promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent Agents pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of that a Placement Notice has been issued, advise the Agent promptly after it shall will have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Agent reasonably promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided or required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or adversely affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Sales Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Sales Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Designated Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent Agents pursuant to this Agreement.

Change of Circumstances. The Company will, at any time upon the issuance and during the pendency of a Placement Notice Notice, advise the Placement Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Placement Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency term of a Placement Notice this Agreement, advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this AgreementAgreement and applicable to the transactions contemplated by such Placement Notice.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent and the Forward Purchaser promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent and the Forward Purchaser pursuant to this Agreement.. j.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent Agents promptly after it shall have received written notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent Agents pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.. j.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Placement Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Placement Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Designated Agent promptly after it shall will have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent Agents pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent Agents promptly after it shall have received notice or obtained knowledge Knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent Agents pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during a fiscal quarter in which the pendency of Company intends to tender a Placement Notice or sell Placement Shares, advise the Agent as promptly after it shall have received notice as reasonably practicable prior to the delivery of such Placement Notice or obtained knowledge thereof, sale of Placement Shares of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided or required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would would, to the Company’s knowledge, alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent Agents promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the either Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice an Issuance Notice, advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of (or prior to delivery of) a Placement Notice advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Agent Agents promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent Agents pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent Agents promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent Agents pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during During the pendency of a any Placement Notice given hereunder, or any period in which the Prospectus relating to the Placement Shares is required to be delivered by the Agent, the Company will advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to Sections 7(l) and 7(n) of this Agreement.

Change of Circumstances. The Company will, at any time during a fiscal quarter in which the pendency of Company intends to tender a Placement Notice or sell Placement Shares, advise the Designated Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or materially and adversely affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent Agents pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Designated Agent or Designated Forward Seller promptly after it shall have has received notice or obtained knowledge thereof, thereof of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Designated Agent or Designated Forward Seller pursuant to this Agreement or any Terms Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.. 

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Agent promptly after it shall have received notice notice, or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Designated Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided or required to be provided to the Agent Agents pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice an Issuance Notice, advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of that a Placement Notice has been issued, advise the Designated Agent promptly after it shall will have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Applicable Agent as promptly as reasonably practicable after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent Agents pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Agent Agents promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or adversely affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent Agents pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Designated Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the each Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material and adverse respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Agent Agents promptly after it shall have received written notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent Agents pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice or sell Placement Shares advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement; provided that the Company may satisfy its obligations under this Section 7(i) by effecting a filing in accordance with the Exchange Act with respect to such information or fact.

Change of Circumstances. The Company will, at any time upon the issuance and during the pendency of a Placement Notice Notice, advise the Agent Placement Agents promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent Placement Agents pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall have received notice or obtained knowledge Knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Agent Agents reasonably promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent Agents pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Designated Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Designated Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice given hereunder, advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Designated Agent and the Designated Forward Purchaser promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Designated Agent and the Designated Forward Purchaser pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Agent Designated Agent, the Designated Forward Purchaser or the Designated Forward Seller, as applicable, promptly after it shall have has received notice or obtained knowledge thereof, thereof of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent Designated Agent, the Designated Forward Purchaser or the Designated Forward Seller, as applicable, pursuant to this Agreement or any Terms Agreement.

Change of Circumstances. The Company will, at any time during During the pendency of a any Placement Notice given hereunder, or any period in which the Prospectus relating to the Placement Shares is required to be delivered by the Agents, the Company will advise the Agent Agents promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent Agents pursuant to Sections 7(l) and 7(n) of this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Agent Agents promptly after it shall have has received notice or obtained knowledge thereof, thereof of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent Agents pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent Agents promptly after it shall have received notice or obtained knowledge Knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent Agents pursuant to this AgreementAgreement and applicable to the transactions contemplated by such Placement Notice.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the applicable Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the applicable Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Agent promptly after it shall have received notice or obtained actual knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice given hereunder, advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice delivered by the Company, advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Designated Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent Agents pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during a fiscal quarter in which the pendency of Company intends to tender a Placement Notice Notice, advise the Designated Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided or required to be provided to the Agent Agents pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice or sell Placement Shares advise the Agent Agents promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent Agents pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Designated Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Designated Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent Agents promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent Agents pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or materially and adversely affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during During the pendency of a any Placement Notice given hereunder, or any period in which the Prospectus relating to the Placement Shares is required to be delivered by the Agent, the Company will advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to Sections 7(l)and 7(n) of this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Placement Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Placement Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.;

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Agent both Agents promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent Agents pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.. j.

Change of Circumstances. The Company will, at any time upon the issuance and during the pendency of a Placement Notice Notice, advise the Placement Agent promptly after it the Company shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Placement Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Agent Agents promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinionrepresentation, certificate, letter warranty or other document required to be certification made by the Company in this Agreement or in any certificate provided by the Company to the Agent Agents pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Agent promptly after it shall have has received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall have received notice notice, or obtained knowledge thereofof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice Notice, advise the Agent promptly after it shall have has received notice or obtained knowledge thereof, thereof of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice given hereunder, advise the Agent Agents promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent Agents pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent Agents promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent Agents pursuant to this AgreementAgreement and applicable to the transactions contemplated by such Placement Notice.